EXHIBIT 14

# FURNITURE BRANDS
INTERNATIONAL, INC.

# CODE OF CORPORATE
CONDUCT

The following are principles of
conduct to which each director, officer and employee (employee) of Furniture Brands
International, Inc. and subsidiaries (the Company) is expected to adhere in order to
assure that the Company conducts itself in a manner consistent with its obligations to the
stockholders and to society:

GENERAL INTEGRITY        The
Company values its reputation for integrity. We believe that honesty is not subject to
criticism anywhere. Accordingly, even though standards of ethics may vary in different
business environments, honesty and integrity should characterize our business activity
everywhere.

COMPLIANCE WITH LAWS AND
REGULATIONS        The
Company must compete vigorously in order to maximize profits, but must at the same time do
so in strict compliance with all laws and regulations applicable to our activities. No
employee should at any time take any action on behalf of the Company which he or she knows
or reasonably should know violates any applicable law or regulation. In some instances,
laws and regulations may be ambiguous and difficult to interpret. Management should seek
legal advice from the Law Department when necessary in complying with this policy of
observance of all laws and regulations.

POLITICAL CONTRIBUTIONS        Except
as may be authorized by the Companys Board of Directors, direct or indirect
political contributions by the Company of money, goods or services are not to be made.
While individual participation in the political process is proper and is encouraged by the
Company, an employees contribution must not be made, or even appear to be made,
directly or indirectly with Company funds, or be reimbursed from Company funds. Nor should
an employees selection of a candidate or of a party be or seem to be, coerced by the
Company.

BUSINESS RECORDS        Employees
must act to ensure clear, concise, timely, truthful and accurate reporting of Company
information. No undisclosed or unrecorded fund or asset of the Company shall be
established for any purpose. No false or artificial entries shall be made in the books and
records of the Company for any reason, and no employee shall engage in any arrangement
that results in such prohibited acts. No payment on behalf of the Company shall be
approved or made with the intention or understanding that any part of such payment is to
be used for a purpose other than that described by the documents supporting the payment.

All
employees must comply with Company policies, procedures and controls. Accounting and
financial reporting of actual transactions and forecasts must follow the Companys
accounting policies as well as all applicable generally accepted accounting principles and
laws.

IMPROPER PAYMENTS AND
PROTECTION AND USE OF COMPANY ASSETS        All
employees shall protect the Companys assets and ensure their efficient use. All
Company assets shall be used for legitimate business purposes. The unauthorized use of any
funds or property of the Company for any unlawful or improper purpose or for personal gain
or benefit is prohibited.

Bribery
or the improper giving of money or anything else of value in an attempt to influence the
action of a public official is prohibited. No employee is authorized to pay or receive any
bribe or to make or receive any other illegal payment on behalf of the Company. This
prohibition extends to payments to or from consultants, agents or intermediaries when the
employee has reason to believe that some part of the payment or fee will be
used for a bribe or to influence government action.

Payments
(other than for the legitimate purchase of a product) or the giving or receiving of a gift
of other than token or nominal value to or from suppliers or customers or their agents,
employees or fiduciaries may constitute a commercial bribe, which may also be a violation
of the law. Commercial bribery is prohibited and no employee may engage in such bribery on
behalf of the Company.

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CONFLICTS OF INTEREST        An
employees primary duty is to act at all times in the best interests of the Company
to the best of his or her ability. To avoid conflicts of interest, the following general
rules are to be observed:

# 

|1. |  | OWNERSHIP
OR FINANCIAL INTEREST IN OTHER BUSINESSES      No
employee or close relative of such employee, directly or indirectly, shall have any
financial interest in, receive any benefit from or engage in any activity on behalf of
anyone from whom the Company obtains products or services, to whom the Company sells
products or services, or with whom the Company otherwise does business or competes,
regardless of whether the relationship is regarded by the employee as fair or unfair to
the Company and regardless of whether the employee acts in good faith or bad faith.
(Ownership of 1% or less of the outstanding shares of capital stock of any corporation
whose shares are traded on a national exchange would ordinarily not be considered a
conflict of interest.)
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|2. |  | CORPORATE
OPPORTUNITIES      No employee shall (a)
take for himself or herself personally opportunities that are discovered through the use
of corporate property, information or position; (b) use corporate property, information
or position for personal gain; or (c) compete with the Company. Employees owe a duty to
the Company to advance its legitimate interests when the opportunity to do so arises.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | USE
OF INSIDE INFORMATION      No employee shall
buy or sell Company stock based upon insider information. Insider information
is information which might reasonably be expected to affect an investment decision to buy
or sell and such information is not available to the public. In addition, no purchase or
sale of capital stock or other ownership in any corporation or firm should be made, the
acquisition of which is being considered by the Company, until such time as the proposed
acquisition becomes public information.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | ACCEPTANCE
OF GIFTS AND ENTERTAINMENT      No employee shall accept any gift having a value in excess of $100 (per maximum
allowable IRS tax deduction) or excessive entertainment from any existing or potential
supplier or customer of the Company. Mature discretion should be exercised.       Any
questions or requests for a waiver concerning specific situations of possible conflicts of
interest shall be submitted in writing to the office of the Corporate Secretary for
determination by the Audit Committee of the Board of Directors of the Company.
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CONFIDENTIAL INFORMATION        Employees
shall maintain the confidentiality of information entrusted to them by the Company, its
business partners, suppliers, customers or others related to the Companys business.
Such information must not be disclosed to others, except when disclosure is authorized by
the Company or legally mandated. Confidential information includes all non-public
information that might be of use to competitors or harmful to the Company or its
customers, if disclosed.

# 

FAIR DEALING         Each
 employee shall endeavor to deal fairly and in good faith with the Companys
customers, shareholders, employees, suppliers, regulators, business partners and competitors.
No employee shall take unfair advantage of anyone
through manipulation, concealment, abuse of privileged or confidential information,
misrepresentation, fraudulent behavior or any other unfair dealing practice.

DISCOVERY OF VIOLATIONS
OF POLICY CONCERNING CORPORATE RESPONSIBILITY AND INTEGRITY        Discovery
of events of questionable or fraudulent or illegal nature which are in violation of
Company policy should be reported to the office of the Corporate Secretary. The Company
maintains a Code of Corporate Conduct hotline that can be used to report suspected
violations of the Code. Reports to the Code hotline may be made anonymously.
Confidentiality for those who report will be maintained to the extent possible. The
Company forbids retaliation against employees who report violations of this Code of
Corporate Conduct. If such instances are identified with persons at high levels within the
Company, the matter should be reported to the Chairman of the Audit Committee of the Board
of Directors. Any waiver of this Code for executive officers or directors may be made only
by the Audit Committee of the Board of Directors and must be promptly disclosed to
shareholders. The Company will investigate any matter so reported and may take appropriate
disciplinary and corrective action, up to and including termination.

REPORTING COMPLIANCE
WITH POLICY        Each
member of management of the Company and of each operating division and subsidiary shall
prepare a letter annually for submission to the Audit Committee of the Board of Directors
of the Company, which shall affirm a knowledge and understanding of the foregoing policy
and shall report any transactions or events where it might appear to an outsider that this
policy has not been observed. These statements will be reviewed by the Audit Committee and
any deviations from policy shall be reported to the Chairman of the Board of Directors.

January, 2004